FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * HASSEN RONALD   2. Issuer Name and Ticker or Trading Symbol NASDAQ OMX GROUP, INC. [NDAQ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Senior Vice President (Last) (First) (Middle) ONE LIBERTY PLAZA 3. Date of Earliest Transaction (Month/Day/Year) 01/26/2012 (Street) NEW YORK, NY 10006 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock, par value $0.01 per share 01/26/2012   M   2,380 A $ 7.35 73,322 D   Common Stock, par value $0.01 per share 01/26/2012   S(1)   2,380 D $ 26.26 70,942 (2) D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option (Right to Buy)

$ 7.35

01/26/2012

M

2,380

(3)

11/15/2014

Common Stock

2,380

$ 0

47,620

D

Employee Stock Option (Right to Buy)

$ 8.5

(4)

07/29/2013

Common Stock

25,000

25,000

D

Employee Stock Option (Right to Buy)

$ 9.15

(5)

02/18/2014

Common Stock

25,000

25,000

D

Employee Stock Option (Right to Buy)

$ 19.75

(6)

03/04/2020

Common Stock

13,787

13,787

D

Employee Stock Option (Right to Buy)

$ 20.04

(7)

08/03/2017

Common Stock

12,707

12,707

D

Employee Stock Option (Right to Buy)

$ 25.07

(8)

12/17/2018

Common Stock

15,176

15,176

D

Employee Stock Option (Right to Buy)

$ 25.28

(9)

03/28/2021

Common Stock

14,165

14,165

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
HASSEN RONALD ONE LIBERTY PLAZA NEW YORK, NY 10006			Senior Vice President

Signatures

/s/ Edward S. Knight, by power of attorney		01/27/2012
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 4, 2011.
(2)	Represents (i) 55,572 shares or units of restricted stock, of which 5,572 are vested, (ii) 12,189 shares underlying PSUs, of which 1,147 shares are vested and (iii) 3,181 shares purchased under the Employee Stock Purchase Plan.
(3)	Options vested as to 100%.
(4)	Options vested as to 100%.
(5)	Options vested as to 100%.
(6)	Options exercisable on March 4, 2014.
(7)	Options vested as to one-third. Options exercisable as to one-third on August 3, 2012 and one-third on August 3, 2013.
(8)	Options exercisable on December 17, 2012.
(9)	Options exercisable on March 28, 2015, subject to accelerated vesting on March 28, 2014, or extension of vesting until March 28, 2016, depending on the achievement of performance goals.

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